SEC Form 4 · accession 0001206264-18-000107
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott L Thompson
Officer — CEO & PRESIDENT · Director
Period of report
Sep 4, 2018
Accepted (ET)
Sep 6, 2018 · 4:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001206264
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 4, 2018 | M | 39,333 | $0.00 | A | 309,948 | D | |
| Common StockF3 | Sep 4, 2018 | F | 1,463 | $55.40 | D | 308,485 | D | |
| Common StockF4 | Sep 4, 2018 | M | 23,228 | $0.00 | A | 331,713 | D | |
| Common StockF5 | Sep 4, 2018 | F | 9,141 | $55.40 | D | 322,572 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F6 | — | Sep 4, 2018 | M | 39,333 | D | — | — | Common Stock | 39,333 | 0 | D |
| Restricted Stock UnitsF4,F7 | $0.00 | Sep 4, 2018 | M | 23,228 | D | — | — | Common Stock | 23,228 | 0 | D |
Explanation of responses
- F1As more fully described in Footnote 6, payout of the vested common shares is deferred until thirty days following the Reporting Person's termination of employment.
- F2Each restricted stock unit represents a contingent right to receive one share of TPX common stock.
- F3Represents the number of shares withheld in accordance with the Company's Amended and Restated 2013 Equity Incentive Plan and the award agreement to cover the withholding taxes arising upon the vesting of these RSUs.
- F4Each performance restricted stock unit represents the contingent right to receive one share of TPX common stock.
- F5Represents the number of shares withheld in accordance with the Company's Amended and Restated 2013 Equity Incentive Plan and the award agreement to cover the withholding taxes arising upon the vesting of these PRSUs.
- F6Represents the conversion of the portion of the restricted stock units granted on September 4, 2015 that vested on September 4, 2018. The remaining restricted stock units vested as follows: 39,334 on September 4, 2016 and 39,333 on September 4, 2017. Payout of the vested common shares is deferred until thirty days following the Reporting Person's termination of employment.
- F7Performance Restricted Stock Units ("PRSUs") were granted to the Reporting Person on October 7, 2015 (the "Grant Date"). Each PRSU represents a contingent right to receive one share of TPX Common Stock. On February 24, 2017, the Company's Compensation Committee determined that the performance threshold had been satisfied, and the award agreement became subject only to time vesting restrictions. Pursuant to the award agreement, the PRSUs vest in three annual installments, with 23,229 units vesting on each of the first two anniversaries of the Grant Date and 23,228 units vesting on the third anniversary of the Grant Date.